FUSION-IO, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2014-07-23: Form 8-K; Period of report 2014-07-23; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 2.01.
- 2014-06-16: Form 8-K; Period of report 2014-06-16; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
- 2014-04-23: Form 8-K; Period of report 2014-04-23; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2014-02-12: Form 8-K; Period of report 2014-02-11; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2014-07-23 | 8-K | 2014-07-23 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 2.01 As previously disclosed, on June 16, 2014, Fusion-io, Inc., a Delaware corporation (the “Company”), SanDisk Corporation, a Delaware corporation (“Parent”) and Flight Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). 3.01 The information set forth in Item 2.01, above, of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. 3.03 The information set forth in Item 3.01, above, and Item 5.01, below of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 The information set forth in Items 2.01, 3.01 and 3.03, above, and Items 5.02 and 5.03, below of this Current Report on Form 8-K is incorporated herein by reference. 5.02 In accordance with the terms of the Merger Agreement and effective as of the Effective Time, Shane V Robison, Scott D. Sandell, Forest Baskett, H. Raymond Bingham, Dana L. Evan, Edward H. Frank and John F. Olsen resigned as members of the Company’s Board of Directors and Donald F. Robertson Jr, Garth E. Bossow and Steven Shee, the directors of Purchaser immediately prior to the Effective Time, became the directors of the Company. 5.03 Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company was amended and restated in its entirety to read identically to the certificate of incorporation of Purchaser as in effect immediately prior to the Effective Time, and the bylaws of Purchaser as in effect immediately prior to the Effective Time became the bylaws of the Company, except that in each case the name of the Company set forth therein was changed to “Fusion-io, Inc.” The certificate of incorporation and the bylaws of the Company as so amended are attached as Exhibit 3.1 and Exhibit 3.2 hereto, respectively, and are incorporated herein by reference. 8.01 On July 23, 2014, Parent issued a press release announcing the expiration and results of the Offer and the completion of the Merger. | a14-17602_18k.htm |
| 2014-06-16 | 8-K | 2014-06-16 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On June 16, 2014, the Company issued a press release announcing that it had entered into the Merger Agreement with Parent. | d741683d8k.htm |
| 2014-04-23 | 8-K | 2014-04-23 | 2.02 Results of Operations and Financial Condition | 2.02 On April 23, 2014, Fusion-io, Inc. issued a press release reporting financial results for the fiscal third quarter ended March 31, 2014. | d715136d8k.htm |
| 2014-02-12 | 8-K | 2014-02-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 11, 2014, Shawn J. Lindquist, the company’s Chief Legal Officer, Executive Vice President and Secretary, resigned his position at Fusion-io to pursue another opportunity as Chief Legal Officer, Executive Vice President and Secretary of Vivant Solar, Inc., a private company in the solar industry. | d676759d8k.htm |
| 2014-01-22 | 8-K | 2014-01-22 | 2.02 Results of Operations and Financial Condition | 2.02 On January 22, 2014, Fusion-io, Inc. issued a press release reporting financial results for the fiscal second quarter ended December 31, 2013. | d660581d8k.htm |
| 2013-12-05 | 8-K | 2013-12-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 Effective December 5, 2013, Theodore A. Hull has been appointed as Chief Financial Officer and Executive Vice President of Fusion-io, Inc. (the “Company”). 8.01 On December 2, 2013, the Company also announced the appointment of Ian E. Whiting as the Company’s Executive Vice President, Global Field Operations. | d638287d8k.htm |
| 2013-11-26 | 8-K | 2013-11-21 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On November 21, 2013, Fusion-io, Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders (the “Annual Meeting”). | d633635d8k.htm |
| 2013-11-01 | 8-K | 2013-10-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 29, 2013, Fusion-io, Inc. (“Fusion-io”) entered into a release of claims with Dennis P. Wolf, Fusion-io’s Chief Financial Officer and Executive Vice President, who is resigning his position at the company effective November 1, 2013. | d619613d8k.htm |
| 2013-10-23 | 8-K | 2013-10-21 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On October 23, 2013, Fusion-io, Inc. ( “Fusion-io”) issued a press release reporting financial results for the fiscal first quarter ended September 30, 2013. 5.02 On October 21, 2013, the Board of Directors (the “Board”) of Fusion-io appointed Dr. Edward H. Frank as a member of the Board, effective immediately. | d616332d8k.htm |
| 2013-09-13 | 8-K | 2013-09-13 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth under Item 1.01, “Entry into a Material Definitive Agreement,” is incorporated herein by reference. | d597928d8k.htm |
| 2013-08-07 | 8-K | 2013-08-01 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On August 7, 2013, Fusion-io, Inc. issued a press release reporting financial results for the fiscal fourth quarter and fiscal year ended June 30, 2013. 5.02 Effective August 1, 2013, Lance L. Smith has been appointed President of Fusion-io, Inc. (the “Company”). | d579530d8k.htm |
| 2013-08-05 | 8-K | 2013-08-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (d) Election of Director. | d580158d8k.htm |
| 2013-07-10 | 8-K/A | 2013-04-24 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial Statements of Business Acquired. | d560342d8ka.htm |
| 2013-06-17 | 8-K | 2013-06-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 14, 2013, David A. Flynn resigned from the Board of Directors (the “Board”) of Fusion-io, Inc. (the “Company”) effective immediately. | d554861d8k.htm |
| 2013-06-13 | 8-K | 2013-06-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On June 12, 2013, Fusion-io, Inc. (the “Company”) announced the anticipated retirement of Richard W. Boberg, the Company’s Executive Vice President, Strategic Business Development and General Manager of Caching Solutions. 8.01 • James L. Dawson, the Company’s Executive Vice President, Worldwide Sales, has been given a new title – Executive Vice President and Chief Sales Officer. | d555347d8k.htm |
| 2013-06-12 | 8-K | 2013-06-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 10, 2013, Rick C. White resigned from the Board of Directors (the “Board”) of Fusion-io, Inc. (the “Company”) effective immediately. | d555347d8k.htm |
| 2013-05-31 | 8-K | 2013-05-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 24, 2013, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Fusion-io, Inc. (the “Company”) approved the terms of Shane Robison’s employment as the Company’s Chief Executive Officer, President and Chairman of the Board of Directors. | d547267d8k.htm |
| 2013-05-23 | 8-K | 2013-05-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Each of these retention bonuses are subject to a 6-month clawback, and in the event that the Company terminates the NEO’s employment with the Company for cause (as defined in the NEO’s involuntary termination severance agreement with the Company) or he resigns from such employment for any reason other than good reason (as defined in the NEO’s involuntary termination severance agreement with the Company), the NEO will be required to repay the entire retention bonus. | d543498d8k.htm |
| 2013-05-13 | 8-K | 2013-05-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On May 7, 2013, the Board of Directors of Fusion-io, Inc. (the “Company”) appointed Shane V. Robison as the Company’s Chief Executive Officer, President and Chairman of the Board of Directors. 7.01 On May 8, 2013, the Company issued a press release (the “May 8 Press Release”) that, among other things, reaffirmed the financial guidance the Company provided on April 24, 2013 for the fiscal fourth quarter of 2013 and for the full fiscal year 2013. | d538307d8k.htm |
| 2013-04-24 | 8-K | 2013-04-24 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.02 Results of Operations and Financial Condition | 2.01 On April 24, 2013, Fusion-io, Inc. (“Fusion-io”) completed its acquisition of NexGen Storage, Inc. (“NexGen”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) entered into on April 24, 2013 between Fusion-io, NexGen and Shareholder Representative Services LLC as stockholder representative. 2.02 On April 24, 2013, Fusion-io, Inc. issued a press release reporting financial results for the fiscal third quarter ended March 31, 2013. | d524339d8k.htm |
| 2013-01-30 | 8-K | 2013-01-30 | 2.02 Results of Operations and Financial Condition | 2.02 On January 30, 2013, Fusion-io, Inc. issued a press release reporting financial results for the fiscal second quarter ended December 31, 2012. | d472000d8k.htm |
| 2012-11-07 | 8-K | 2012-11-06 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On November 6, 2012, Fusion-io, Inc. (the “Company”) held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”). | d434274d8k.htm |
| 2012-10-24 | 8-K | 2012-10-24 | 2.02 Results of Operations and Financial Condition | 2.02 On October 24, 2012, Fusion-io, Inc. issued a press release reporting financial results for the fiscal first quarter ended September 30, 2012. | d427805d8k.htm |
| 2012-09-14 | 8-K | 2012-09-11 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 Also on September 12, 2012, the Compensation Committee approved targets for short-term incentive award opportunities, which awards will be based on performance for the fiscal year ending June 30, 2013. 8.01 We expect to identify Mr. Boberg, our Executive Vice President, Strategic Business Development and General Manager of Caching Solutions, and Mr. Dawson, our Executive Vice President, Worldwide Sales, as named executive officers in the Company’s proxy statement for its 2012 annual meeting of stockholders. | d409748d8k.htm |
| 2012-08-09 | 8-K | 2012-08-09 | 2.02 Results of Operations and Financial Condition | 2.02 On August 9, 2012, Fusion-io, Inc. issued a press release reporting financial results for the quarter and fiscal year ended June 30, 2012. | d392260d8k.htm |
| 2012-05-18 | 8-K | 2012-05-16 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d354163d8k.htm |
| 2012-04-26 | 8-K | 2012-04-26 | 2.02 Results of Operations and Financial Condition | 2.02 On April 26, 2012, Fusion-io, Inc. issued a press release reporting financial results for its third quarter ended March 31, 2012. | d339440d8k.htm |
| 2012-01-24 | 8-K | 2012-01-20 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition | 1.01 Entry into a Material Definitive Agreement. 2.02 On January 24, 2012, Fusion-io, Inc. issued a press release reporting financial results for its second quarter ended December 31, 2011. | d282636d8k.htm |
| 2011-12-19 | 8-K | 2011-12-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 16, 2011, Christopher J. Schaepe resigned from the board of directors (the “Board”) of Fusion-io, Inc. (the “Company”) and all committees thereof effective immediately. | d270613d8k.htm |
| 2011-11-22 | 8-K | 2011-11-18 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On November 18, 2011, Fusion-io, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”). | d260592d8k.htm |
| 2011-11-02 | 8-K | 2011-11-02 | 2.02 Results of Operations and Financial Condition | 2.02 On November 2, 2011, Fusion-io, Inc. issued a press release reporting financial results for its first quarter ended September 30, 2011. | d249966d8k.htm |
| 2011-10-26 | 8-K/A | 2011-08-11 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial Statements of Business Acquired. | d247886d8ka.htm |
| 2011-09-16 | 8-K | 2011-09-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Also on September 13, 2011, the Compensation Committee approved targets for short-term incentive award opportunities, which awards will be based on performance for the fiscal year ended June 30, 2012. | d233214d8k.htm |
| 2011-08-12 | 8-K | 2011-08-11 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On August 11, 2011, Fusion-io, Inc. completed its acquisition of IO Turbine, Inc., pursuant to an Agreement and Plan of Reorganization (the “Merger Agreement”) between Fusion-io, Thunderbird Acquisition Corp., a wholly owned subsidiary of Fusion-io, Thunderbird Merger Sub LLC, a wholly owned subsidiary of Fusion-io, IO Turbine, M. Helen Bradley as stockholder representative, and U.S. Bank National Association as escrow agent. | d8k.htm |
| 2011-08-05 | 8-K | 2011-08-04 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 The information set forth under Item 1.01 above with regard to the Merger Agreement is hereby incorporated by reference in this Item 3.02. | d8k.htm |
| 2011-08-04 | 8-K | 2011-08-04 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 4, 2011, Fusion-io, Inc. announced its financial results for the quarter and fiscal year ended June 30, 2011. 7.01 On August 4, 2011, Fusion-io issued a press release announcing that it had agreed to acquire IO Turbine, Inc. The text of the press release is furnished as Exhibit 99.2 attached hereto. | d8k.htm |